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                          June 2, 2023

       Dakota Semler
       Chief Executive Officer
       Xos, Inc.
       3550 Tyburn Street
       Los Angeles, California 90065

                                                        Re: Xos, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed May 30, 2023
                                                            File No. 333-272284

       Dear Dakota Semler:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Erin
Donahue at 202-551-6063 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Manufacturing
       cc:                                              Dave Peinsipp